What Does It Mean to Conduct Corporate Maintenance?

Keeping a corporation in compliance with its state of incorporation requires careful maintenance throughout the year. Chiefly, there are three aspects necessary to conduct corporate maintenance.

Holding annual meetings
Keeping minutes
Filing annual reports

Let’s find out why each of these items are essential to proper corporate document maintenance.

Holding Annual Meetings

An annual meeting is a key aspect of corporate maintenance in a corporation. Corporations hold an annual meeting each year.

What happens during an annual meeting? Changes in the corporation and organizational issues for the year are discussed during an annual meeting. Additionally, the corporation chooses new directors and new officers. Shareholders also get to hear what’s going on with the corporation and offer feedback as to how the corporation is running and its direction for the next year.

All states require corporations to hold annual meetings. What happens if a corporation does not hold an annual meeting? Failing to do so can cause the corporate veil to be pierced and the shareholders to be held personally liable.

Keeping Minutes

Minutes are taken during every annual meeting. Minutes are notes. They detail what is discussed and what decisions are made. This ensures there is a record of what is going on with the corporation during its meetings. If a corporation holds other meetings throughout the year, they will take minutes.

You do not need to keep minutes for routine decision making. However, corporations should keep minutes as part of corporate document maintenance. Take minutes during meetings where decisions are being made which require the approval of the board of directors or the shareholders.

Filing An Annual Report

One final aspect of corporate maintenance is filing an annual report. Corporations file annual reports each year with the Secretary of State.

An annual report records the changes made in the corporation throughout the year. These may include changes to the following aspects of the corporation:

Names and addresses of officers, directors, and members of the business
Current business address
Name and/or address of the business’ registered agent
If there have been changes in any business activities

Other items which may need to be included are the purpose of the corporation, number of vacancies on the board (if any), or the date of incorporation. Each state will differ on their exact requirements. If you are uncertain about what your corporation needs to include in its annual report, reach out to your local Secretary of State for additional guidance.

Keep your corporation in compliance by conducting corporate maintenance. Order minutes for annual meetings and file your annual report today. Contact MyCorporation at mycorporation.com or give us a call at 877-692-6772.

Deborah Sweeney

Deborah Sweeney is an advocate for protecting personal and business assets for business owners and entrepreneurs. With extensive experience in the field of corporate and intellectual property law, Deborah provides insightful commentary on the benefits of incorporation and trademark registration. Education: Deborah received her Juris Doctor and Master of Business Administration degrees from Pepperdine University, and has served as an adjunct professor at the University of West Los Angeles and San Fernando School of Law in corporate and intellectual property law. Experience: After becoming a partner at LA-based law firm, Michel & Robinson, she became an in-house attorney for MyCorporation, formerly a division in Intuit. She took the company private in 2009 and after 10 years of entrepreneurship sold the company to Deluxe Corporation. Deborah is also well-recognized for her written work online as a contributing writer with some of the top business and entrepreneurial blogging sites including Forbes, Business Insider, SCORE, and Fox Business, among others. Fun facts/Other pursuits: Originally from Southern California, Deborah enjoys spending time with her husband and two sons, Benjamin and Christopher, and practicing Pilates. Deborah believes in the importance of family and credits the entrepreneurial business model for giving her the flexibility to enjoy both a career and motherhood. Deborah, and MyCorporation, have previously been honored by the San Fernando Valley Business Journal’s List of the Valley’s Largest Women-Owned Businesses in 2012. MyCorporation received the Stevie Award for Best Women-Owned Business in 2011.